Ryals McMullian - Aug 18, 2022 Form 4 Insider Report for FLOWERS FOODS INC (FLO)

Signature
/s/ Stephanie B. Tillman, Agent
Stock symbol
FLO
Transactions as of
Aug 18, 2022
Transactions value $
-$3,999,983
Form type
4
Date filed
8/19/2022, 03:36 PM
Previous filing
Jun 3, 2022
Next filing
Oct 12, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FLO Common Stock Sale -$4M -143K -7.43% $27.97 1.78M Aug 18, 2022 The McMullian Family Wealth Preservation Trust F1, F2
holding FLO Common Stock 727K Aug 18, 2022 Direct F3
holding FLO Common Stock 5.06K Aug 18, 2022 By 401(k) F4
holding FLO Common Stock 20.8K Aug 18, 2022 By Spouse F5
holding FLO Common Stock 103K Aug 18, 2022 By Trusts for Minor Children F5, F6, F7

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding FLO Restricted Stock Award 43.3K Aug 18, 2022 Common Stock 43.3K $0.00 Direct F8, F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.8703 to $28.07, inclusive. The reporting person undertakes to provide to Flowers Foods, Inc., any security holder of Flowers Foods, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F2 The reporting person is a beneficiary of The McMullian Family Wealth Preservation Trust (the "Trust") and does not serve as a trustee of the Trust. On November 30, 2021, the Trust purchased 99,900 Class B (Nonvoting) Membership Units in Dellwood-McMullian Holdings, LLC, a limited liability company in which the reporting person's father owned all of the Class B (Nonvoting) Membership Units and the reporting person's sister owned all of the Class A (Voting) Membership Units (the "Family LLC"). The Trust purchased the Class B (Nonvoting) Membership Units from the reporting person's father in exchange for two promissory notes in an aggregate principal amount of approximately $49 million, based on an estimated appraised value of the Class B (Nonvoting) Membership Units in the Family LLC transferred, which consideration is subject to adjustment for a valuation of the Class B (Nonvoting) Membership Units transferred. The reporting person has provided a limited guaranty of the promissory notes. The reporting person has no investment authority or voting or dispositive power over the shares of common stock of Flowers Foods, Inc. owned by the Family LLC.
F3 Total includes shares acquired through reinvestment of dividends, based upon a statement dated 06/23/2022.
F4 Total includes exempt acquisitions of shares allocated to reporting person under Issuer's 401(k) Plan, based on a plan statement dated as of 12/31/2021.
F5 Beneficial ownership is disclaimed.
F6 Total includes shares acquired through reinvestment of dividends, based upon a statement dated 06/23/2022.
F7 Total of shares held in irrevocable trusts established for the benefit of reporting person's minor children, over which shares reporting person does not have investment authority or voting or dispositive power.
F8 Granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan.
F9 None.
F10 No expiration date.